- These General Terms and Conditions (“T&C“) shall apply when TAG Sensors AS (the “Supplier“) and the customer (the “Customer“) have agreed upon purchase of the TAG Solution (as defined under Clause 2 below).
- Any modifications or deviations from these T&Cs must be specified in the Quotation, Purchase Order or Order Confirmation (as defined under Clause 3 below).
- The Quotation, Purchase Order, Order Confirmation, Price List (as defined under Clause 1 below), T&C and other related contract documents between us as the Supplier and you as the Customer, are together referred to as the “Contract“.
- T&C could be supplemented by the Norwegian Purchase Act (Norwegian: Kjøpsloven). The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall, however, not apply to the Contract.
2 The TAG Solution
- The Supplier currently delivers products and services as specified in Appendix 1, as offered from time to time(together referred to as the “TAG Solution“).
- The TAG Solution shall meet the requirements and descriptions specified in the Quotation, Order Confirmation and general product documentation that are by written reference included in the Contract.
3 Quotation, Purchase Order and Order Confirmation
- The Customer can request Quotations under this Contract in writing to the Supplier (e.g. email or online on the Supplier’s website).
- The Supplier’s written quotation on delivery of the TAG Solution (the “Quotation“) is valid for a period of 60 days from the date of the Quotation.
- The Supplier can at any time withdraw the Quotation prior to the Customer’s acceptance (or rejection) of the Quotation.
- Customer’s Purchase Orders, amendments and other statements shall only be binding if they are confirmed by the Supplier in writing (the “Order Confirmation“).
- The Customer shall pay the Supplier’s standard prices for the TAG Solution at the Contract date according to the price list updated by the Supplier from time to time (the “Price List“) unless otherwise agreed in the Quotation or Order Confirmation (the “Price“).
- The Price is quoted in the currency specified in the Quotation and/or Order Confirmation.
- The Price is exclusive of, and the Customer is liable for:
- Value Added Tax, customs duties and any other indirect taxes; and
- Costs related to packaging, transportation and delivery.
- The Supplier may require Price adjustments to the extent the TAG Solution production costs are affected negatively by exchange rate fluctuations with more than 3 % following the Order Confirmation date and until delivery. The Customer must be notified of Price adjustments prior to delivery.
- The invoice will be issued once the Supplier has confirmed the shipping.
- The Customer shall make payment within fourteen (14) days of the shipping date.
- In case of late payment, late payment interest will accrue according to the Norwegian Penalty Interest Act (Norwegian: Forsinkelsesrenteloven).
- The Customer shall be entitled to set-off counterclaims only if counterclaims are undisputed or determined by final judicial decision.
6 Delivery and Acceptance
- The delivery of the TAG Solution shall be at the Supplier’s company address (Ex-works terms) unless otherwise agreed in writing.
- Upon delivery, the TAG Tap smartphone app under the TAG Solution (the “TAG App“) shall be made available to the Customer in Apple Appstore and Google Play.
- Upon request by the Customer, the Supplier may arrange transportation of any physical parts of the TAG Solution to the Customer, with the Customer accepting full risk and liability of the physical parts and their delivery while in transport.
- If the Customer identifies any damages or shortages of delivered physical parts of the TAG Solution, the Customer must inform the Supplier in writing within seven (7) working days of delivery, providing details of such damage or shortage.
- The warranty period shall be one (1) year for the TAG Solution, starting from the date when delivery is deemed to have taken place pursuant to Clause 6 (“Warranty Period“).
- Provided the Customer has used the TAG Solution diligently and under normal circumstances, the Supplier shall, at no additional cost, rectify errors which the Customer has notified the Supplier about prior to the expiry of the Warranty Period. No damages or other remedies for breach of Contract may be claimed for defects that are rectified under the warranty.
- The Supplier is free to rectify errors through rectifications, redelivery or additional deliveries.
- The Supplier is only obliged to cover repair costs pre-approved in writing by the Supplier under the warranty.
- The Customer shall bear all transportation costs during warranty or other repairs.
- Should the Warranty Period have expired, or no warranty otherwise applies, the Customer may request the Supplier to provide repairs to any errors of the TAG Solution, at an additional cost and in accordance with the terms of such repair as agreed from time to time.
8 Right of Ownership and Use
- Any physical parts of the TAG Solution delivered under the Contract shall become the property of the Customer when the physical part has been delivered according to Clause 1, and the Price has been paid.
- The Customer is given a limited, non-exclusive right to access and use the TAG App and TAG Portal on the Customer’s personal device. The Customer may not allow any unauthorized third party to access the TAG App and TAG Portal.
9 Customer Obligations
- The Customer is solely responsible to ensure that their use of the TAG Solution is in accordance with this Contract and any applicable laws and regulations.
- The Customer should only use TAG Solution in accordance with purposes specified in the general product documentation.
10 Intellectual Property Rights
- All copyrights and other relevant intellectual property rights associated with the TAG Solution (including any improvements or new features developed and offered through the TAG Solution) shall retain with the Supplier.
- Any use, examination or replication of the TAG Solution in breach with this Contract or otherwise in breach with the Supplier’s intellectual property rights, are strictly forbidden.
- The Supplier retains all rights to the TAG Solution not explicitly granted under this Contract. The Supplier’s trademarks, trade names and other symbols used through or referred to in the TAG Solution are protected by the Norwegian Trademark Act and other relevant legislation. All use of the Supplier’s trademarks without prior written approval is strictly prohibited.
- If the Customer breaches this Clause 10, the Supplier may by written notice claim liquidated damages from the Customer, notwithstanding any documented economic loss or not, of:
- EUR 10,000 per breach; and in addition
- EUR 10,000 per month as long as the Customer is in breach with this Clause 10.
This Clause 10.4 does not limit the Supplier’s right to claim damages in respect of any actual documented direct economic loss.
- Should the TAG Solution in any way infringe any patent right in the Customer’s jurisdiction, the Supplier shall be duly notified and shall be eligible to withdraw the TAG Solution from that jurisdiction. In such case, the Supplier shall repay the purchase Price to the Customer and any direct costs associated with such withdrawal.
- At any time, the Contract may be cancelled by either party by giving ten (10) days written notice.
- In case of cancellation, the Customer shall pay any outstanding amount to the Supplier for the delivered TAG Solution or related services. The Supplier may also require the Customer to immediately return all physical parts of the TAG Solution and delete their TAG App account.
- The party cancelling the Contract shall cover all direct and reasonable costs incurred by the other party as a result of the cancellation. However, under no circumstances shall the Supplier be held liable for any indirect costs incurred by the Customer due to cancellation by the Supplier.
12 Breach of Contract
- A party may claim damages in respect of any direct loss in connection with delays, deficiencies or other breaches of the Contract.
- If there is a material breach of the Contract, the other party may, after giving the breaching party written notice and a reasonable deadline for remedying the situation, terminate the Contract with immediate effect.
- A material breach of the Contract includes but is not limited to a breach of Clause 2 (Customer Obligations) and Clause 10 (Intellectual Property Rights).
13 Limitation of Liability
- The Supplier does not guarantee that the TAG Solution works continuously and without interruption, interference or other types of errors. In any case, the Customer may claim no damages for minor defaults or interruptions of the TAG Solution or related services.
- No damages may be claimed in respect of indirect losses. Indirect loss includes, but is not limited to, lost earnings of any kind, lost savings, loss of data, and claims from third parties.
- The Supplier’s total liability under the Contract is, in any case, limited to the Price, excluding Value Added Tax (if applicable), paid by the Customer to the Supplier over the 12 months prior to the Customer’s claim.
- To the fullest extent permitted by mandatory law, the Customer shall indemnify the Supplier and its shareholders, employees and agents against any claims by third parties related to the use of the TAG Solution.
15 Force Majeure
- Neither of the parties shall be liable for breach of the Contract (other than payment obligations) caused by circumstances beyond their reasonable control (“Force Majeure“).
- The other party shall be notified of any Force Majeure event as soon as possible. The obligations of the affected party shall be suspended for as long as the extraordinary situation prevails. The corresponding obligations of the other party shall be suspended for the same period.
16 Data Protection
- The parties agree that where such processing takes place as mentioned under this Clause 16, the Customer shall be ‘data controller’ and the Supplier shall be the ‘data processor’ as defined in the GDPR as may be amended, extended and/or re-enacted from time to time.
- For the avoidance of doubt, ‘Personal Data’, ‘Processing’, ‘Data Controller’, ‘Data Processor’ and ‘Data Subject’ shall have the same meaning as in the GDPR.
- The Supplier shall at all times have the right to use aggregated and anonymous data collected from the Customer, for the purposes of optimizing our services to all our customers. Further, the Supplier shall have the right to resell anonymous data to third parties at any time.
- The Supplier is entitled to perform any statutory obligations, including providing data on locations of any physical parts of TAG Solution to public authorities.
- The Supplier reserves the right to amend these T&C. The adjusted terms become applicable when they are published through notification in the TAG App, TAG Portal and TAG Website.
- The Customer may not assign any rights or obligations under this Contract, in whole or in part, to any third party without the Supplier’s prior written consent.
- The Supplier may transfer the Contract without Customer’s consent:
- To a parent company, subsidiary or affiliated company of the Supplier; or
- By business transfer or other reorganization.
- Suppose a provision of this Contract is deemed to be invalid, in whole or in part, under any applicable law. In that case, such provision or part of such provision shall not be part of this Contract and shall be replaced by equivalent provisions under the applicable law. Any other provisions of this Contract shall not be affected.
- All notices under the Contract must be addressed to the most recent mail, or email address notified to the other party.
- Notices per email will be deemed to have been duly given when sent, and a successful transmission report or return receipt is generated.
19 Governing Law and Dispute Resolution
- The rights and obligations of the parties under this Contract shall in their entirety be governed by Norwegian law.
- Any disputes arising out of this Contract shall be settled with the Rana District Court (Norwegian: Rana tingrett) as exclusive jurisdiction.
Appendix A TAG Solution
TAG, blank or pre-printed including 1 start
Cloud-based temperature logger. Delivered with no surface print or pre-printed. 90 mm x 125 mm x 1 mm. Weight: 5 g (0.01 lbs.) Temperature range: -30 to +50˚C. Temperature accuracy: +50°C to -10°C: ±0.5°C. -10°C to -30°C: ±1°C. Supports NFC and RFID communication. Battery: Air freight safe (non-lithium), 1.5 V. Chip storage: 4864 temperature log points.
TAG Additional Cycle
After a cycle of temperature logging is done, the data is uploaded to the TAG Portal, a battery check is performed, and if the battery is OK, an additional cycle can be started.
Application to start TAG and read out the temperature log. Free of charge to download from Apple App Store and Google Play
Cloud solution for all temperature TAGs. TAG Portal is the safe storage of all your temperature data. Every reading from the TAG Tap application or TAG Read is automatically uploaded to TAG Portal. The data is stored in Amazon AWS, which gives high availability and safe storage through Amazon’s services.
RFID reader for long-distance reading. The rugged RFID reader is perfect for harsh environments like warehouses and logistics hubs.
TAG API Push
TAG Sensors API connects to the customers’ system and pushes data from the TAG Portal as the TAGs are read.
TAG API Custom
API customisation is done on a project basis.
Website Terms and Conditions
Welcome to www.tagsensors.com and www.tag-sensors.com. The www.tagsensors.com and www.tag-sensors.com website (the “Site”) is comprised of various web pages operated by Tag Sensors AS (“TagSensors”). www.tagsensors.com and www.tag-sensors.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of www.tagsensors.com and www.tag-sensors.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.
www.tagsensors.com and www.tag-sensors.com is a Business and E-Commerce Site.
The Site comprises TagSensors temperature monitoring solution.
Visiting www.tagsensors.com and www.tag-sensors.com or sending emails to TagSensors constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.
If you use this site, you are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. You may not assign or otherwise transfer your account to any other person or entity. You acknowledge that TagSensors is not responsible for third party access to your account that results from theft or misappropriation of your account. TagSensors and its associates reserve the right to refuse or cancel service, terminate accounts, or remove or edit content in our sole discretion.
Children Under Thirteen
TagSensors does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.tagsensors.com and www.tag-sensors.com only with permission of a parent or guardian.
Links to Third Party Sites/Third Party Services
www.tagsensors.com and www.tag-sensors.com may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of TagSensors and TagSensors is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. TagSensors is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TagSensors of the site or any association with its operators.
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The Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”). You agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service.
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Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you upload the materials.
Materials Provided to www.tagsensors.com and www.tag-sensors.com or Posted on Any TagSensors Web Page
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Third Party Accounts
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Class Action Waiver
Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and TagSensors agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
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Changes to Terms
TagSensors reserves the right, in its sole discretion, to change the Terms under which www.tagsensors.com and www.tag-sensors.com is offered. The most current version of the Terms will supersede all previous versions. TagSensors encourages you to periodically review the Terms to stay informed of our updates.
TagSensors welcomes your questions or comments regarding the Terms: TAG Sensors AS, Nordre gate 13, 8622 Mo i Rana, Norway
Email Address: [email protected]